DT Cloud Star Acquisition Corp S-1/A, filed Jun 7, 2024

DT Cloud Star Acquisition Corp (DTSQ)

S-1/A 2024-06-07

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Added on October 17, 2026

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Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

	Price to Public		Underwriting Discounts and Commissions⁽¹⁾		Proceeds, before Expenses, to us
Per Unit	$	10.00	$	0.35	$	9.65
Total	$	60,000,000	$	2,100,000	$	57,900,000

	Page
PROSPECTUS SUMMARY	1
SUMMARY FINANCIAL DATA	31
RISK FACTORS	32
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	78
ENFORCEABILITY OF CIVIL LIABILITIES	79
USE OF PROCEEDS	82
DIVIDEND POLICY	86
DILUTION	87
CAPITALIZATION	89
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	90
PROPOSED BUSINESS	95
MANAGEMENT	113
PRINCIPAL SHAREHOLDERS	122
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	125
DESCRIPTION OF SECURITIES	127
SHARES ELIGIBLE FOR FUTURE SALE	137
TAXATION	139
UNDERWRITING	150
LEGAL MATTERS	158
EXPERTS	158
WHERE YOU CAN FIND ADDITIONAL INFORMATION	158
INDEX TO FINANCIAL STATEMENTS	F-1

	●	“initial shares” are to the 1,725,000 ordinary shares initially issued to our sponsor in a private placement prior to this offering (including up to an aggregate of 225,000 ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part);

	●	“insiders” are to our initial shareholders and all of our officers and directors;

Securities offered	6,000,000 units, at $10.00 per unit, each unit consisting of one ordinary share, and one right to receive one-seventh (1/7) of one ordinary share upon the consummation of an initial business combination.

Listing of our securities and proposed symbols	We have reserved the following trading symbols for the units, and the ordinary shares and rights once they begin separate trading: “DTSQU,” “DTSQ” and “DTSQR,” respectively. Each of the ordinary shares and rights may trade separately on the 52^nd day after the date of this prospectus unless the underwriters determine that an earlier date is acceptable (based upon, among other things, its assessment of the relative strengths of the securities markets and small capitalization and blank check companies in general, and the trading pattern of, and demand for, our securities in particular). In no event will the underwriters allow separate trading of the ordinary shares and rights until we file an audited balance sheet reflecting our receipt of the gross proceeds of this offering. Once the ordinary shares and rights commence separate trading, holders will have the option to continue to hold units or separate their units into the component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units into separately trading ordinary shares and rights. No fractional rights will be issued upon separation of the units. We will file a Current Report on Form 8-K with the SEC, including an audited balance sheet, promptly upon the consummation of this offering, which is anticipated to take place three business days from the date the units commence trading. The audited balance sheet will reflect our receipt of the proceeds from the exercise of the over-allotment option if the over-allotment option is exercised on the date of this prospectus. If the over-allotment option is exercised after the date of this prospectus, we will file an amendment to the Form 8-K or a new Form 8-K to provide updated financial information to reflect the exercise of the over-allotment option. We will also include in the Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information indicating if the underwriters have allowed separate trading of the ordinary shares and rights prior to the 52^nd day after the date of this prospectus.

Units:

Number outstanding before this offering and the private placement:	Nil.

Number outstanding after this offering and the private placement:	6,193,400 (or 7,106,900 units if the underwriters’ over-allotment option is exercised in full)⁽¹⁾

Ordinary shares:

Number outstanding before this offering and the private placement	1,725,000 ordinary shares⁽²⁾

Number outstanding after this offering and the private placement	7,753,400 ordinary shares⁽³⁾

Rights included as part of units:

Number outstanding before this offering and the private placement:	Nil.

Number outstanding after this offering and the private placement:	6,193,400⁽⁴⁾

Terms of Rights:	Except in cases where we are not the surviving company in a business combination, each holder of a public right will automatically receive one-seventh (1/7) of one share upon consummation of our initial business combination. In the event we will not be the surviving company upon completion of our initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-seventh (1/7) of one share underlying each right upon consummation of the business combination. We will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. As a result, you must hold rights in multiples of seven in order to receive shares for all of your rights upon closing of a business combination. If we are unable to complete an initial business combination within the required time period and we redeem the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

	The private units are identical to the units sold in this offering. Furthermore, our sponsor has agreed (A) to vote the ordinary shares underlying the private units, or “private shares,” in favor of any proposed business combination, (B) not to propose, or vote in favor of, an amendment to our post-offering amended and restated memorandum and articles of association that would stop our public shareholders from converting or selling their shares to us in connection with a business combination or affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete a business combination within 15 months (as such period may be extended up to 24 months at the election of the company, either in lieu of a shareholder vote or if a shareholder vote has been unsuccessful, subject to the satisfaction of certain conditions or by our shareholders in accordance with our post-offering amended and restated memorandum and articles of association) from the closing of this initial public offering, unless we provide public shareholders with the opportunity to redeem their public shares from the trust account in connection with any such vote, (C) not to convert any private shares for cash from the trust account in connection with a shareholder vote to approve our proposed initial business combination or a vote to amend the provisions of our post-offering amended and restated memorandum and articles of association relating to shareholders’ rights or pre-business combination activity and (D) that the private shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. Our sponsor has also agreed not to transfer, assign or sell any of the private units or underlying securities (except to the same permitted transferees as the initial shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the initial shares must agree to, each as described above) until 30 days after the completion of our initial business combination.

Offering proceeds to be held in trust	Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private units be deposited in a trust account. $60,000,000 of the net proceeds of this offering and the sale of the private units (or $69,000,000 if the over-allotment option is exercised in full), or $10.00 per unit sold to the public (or 100.0% of the gross proceeds) in this offering (regardless of whether or not the over-allotment option is exercised in full or in part), will be placed in a trust account established by VStock, our transfer agent, and maintained by Wilmington Trust acting as trustee pursuant to an agreement to be signed on the date of this prospectus. Such amount approximately includes $600,000, or $690,000 if the underwriters’ over-allotment option is exercised in full, being $0.10 per unit, payable to the underwriters as deferred underwriting discounts and commissions only upon the completion of our initial business combination. The funds in the trust account will be invested pursuant to the investment management trust agreement to be entered into among us, Wilmington Trust and VStock. The remaining $502,000 of the net proceeds of this offering and the sale of the private units will not be held in the trust account.

	●	repayment of an aggregate of up to $300,000 in loans made to us by our sponsor under a promissory note dated April 25, 2024 with our sponsor to cover offering-related and organizational expenses prior to our initial public offering upon the closing of this offering;
	●	payment to our sponsor of $10,000 per month, for up to 24 months (assuming we extend the time to complete a business combination as described in this prospectus) from the closing of this offering, for office space, utilities and secretarial and administrative support;
	●	repayment of extension loans in an amount up to an aggregate of $1,620,000 (or up to $1,863,000 if the underwriter’s over-allotment option is exercised in full) made by our sponsor or its affiliates or designees, if we extend the period of time to consummate an initial business combination by up to an additional nine months. The extension loan may be, at the lender’s discretion, converted upon consummation of our business combination into additional private units at a price of $10.00 per unit;
	●	repayment of working capital loans which may be made by our initial shareholders, officers and directors or their affiliates to finance transaction costs in connection with an initial business combination (1) through a portion of the funds not held in the trust account, and only to the extent available, if the initial business combination does not close, or (2) upon consummation of our initial business combination, without interest, or, at the lender’s discretion, up to $300,000 of the working capital loans may be converted upon consummation of our business combination into private units at a price of $10.00 per unit; and
	●	reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations.

	There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements and payments made to any initial shareholder or member of our management team, or their respective affiliates, and any reimbursements and payments made to members of our audit committee will be reviewed and approved by our board of directors, with any interested director abstaining from such review and approval.

Conditions to completing our initial business combination	Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the trust account (excluding any deferred underwriters’ fees and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If we are no longer listed on Nasdaq, we will not be required to satisfy the 80% test. If our board is not able to independently determine the fair market value of the target business or businesses, we may obtain an opinion from an independent investment banking or accounting firm as to the fair market value of the target business. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test, provided that in the event that the business combination involves more than one target business, the 80% test will be based on the aggregate value of all of the target businesses.

Potential revisions to agreements with insiders	We could seek to amend certain agreements made by our management team disclosed in this prospectus without the approval of shareholders, although we have no intention to do so. For example, restrictions on our executives relating to the voting of securities owned by them, the agreement of our management team to remain with us until the closing of a business combination, the obligation of our management team to not propose certain changes to our organizational documents or the obligation of the management team and its affiliates to not receive any compensation in connection with a business combination could be modified without obtaining shareholder approval. Although shareholders would not be given the opportunity to redeem their shares in connection with such changes, in no event would we be able to modify the redemption or liquidation rights of our shareholders without permitting our shareholders the right to redeem their shares in connection with any such change. We will not agree to any such changes unless we believed that such changes were in the best interests of our shareholders (for example, if such a modification were necessary to complete a business combination).

	Our initial shareholders, officers and directors, have agreed (i) to vote their initial shares, private shares and any public shares purchased in or after this offering in favor of any proposed business combination and (ii) not to convert any shares (including the initial shares) in connection with a shareholder vote to approve, or (iii) sell their shares to us in any tender offer in connection with, a proposed initial business combination. The holders of the representative shares also have agreed, among other things, to vote their representative shares in favor of any proposed business combination. As a result, if we sought shareholder approval of a proposed transaction, we could need as little as 2,123,301 of our public shares (or approximately 35.4% of our public shares) to be voted in favor of the transaction in order to have such transaction approved (assuming that all issued and outstanding shares are voted, that the over-allotment option is not exercised, and that the insiders do not purchase any units in this offering or units or shares in the after-market). None of our officers, directors, initial shareholders or their affiliates has indicated any intention to purchase units in this offering or any units or ordinary shares in the open market or in private transactions (other than the private units). However, if a significant number of shareholders vote, or indicate an intention to vote, against a proposed business combination, our officers, directors, initial shareholders or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote. There is no limit on the number of shares that may be purchased by the insiders. Any purchases would be made in compliance with federal securities laws, including the fact that all material information will be made public prior to such purchase, and no purchases would be made if such purchases would violate Section 9(a)(2) of, or Rule 10b-5 promulgated under, the Exchange Act, which are rules designed to stop potential manipulation of a company’s stock.

Redemption rights	In connection with a business combination, public shareholders will have the right to convert their shares into an amount equal to (1) the number of public shares being converted by such public holder divided by the total number of public shares multiplied by (2) the amount then in the trust account (initially $10.00 per share or 100.0% of the gross proceeds from this offering), which includes the deferred underwriting discounts and commissions plus a pro rata portion of any interest earned on the funds held in the trust account less any amounts necessary to pay our taxes. At any meeting called to approve an initial business combination, public shareholders may elect to convert their shares regardless of whether or not they vote to approve the business combination or abstain from voting.

	Prior to such distribution, we would be required to assess all claims that may be potentially brought against us by our creditors for amounts they are actually owed and make provision for such amounts, as creditors take priority over our public shareholders with respect to amounts that are owed to them. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our shareholders could potentially be liable for any claims of creditors to the extent of distributions received by them as a voidable transaction in the event we enter an insolvent liquidation. Furthermore, while we will seek to have all vendors and service providers (which would include any third parties we engaged to assist us in any way in connection with our search for a target business) and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. Nor is there any guarantee that, even if such entities execute such agreements with us, they will not seek recourse against the trust account or that a court would conclude that such agreements are legally enforceable. The holders of the initial shares and private units will not participate in any liquidation distribution with respect to such securities. We will pay the costs of liquidating the trust account from our remaining assets outside of the trust account. If such funds are insufficient, our sponsor has contractually agreed to advance us the funds necessary to complete such liquidation and has contractually agreed not to seek repayment for such expenses. The underwriters have agreed to waive its rights to the deferred underwriting discounts held in the trust account in the event we do not consummate a business combination within 15 months (or up to 24 months if we extend the time to complete a business combination as described in this prospectus) from the closing of this initial public offering, and in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares.

Conflicts of Interest	Each of our officers and directors presently has, and in the future any of our directors and our officers may have, additional fiduciary or contractual obligations to other entities, pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands laws, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she may need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under Cayman Islands laws. Our second amended and restated memorandum and articles of association will provide that, subject to his or her fiduciary duties under Cayman Islands laws, we renounce our interest or expectancy in any corporate opportunity offered to any officer or director and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination.

Indemnity	Our sponsor [has agreed] that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share or 100.0% of the gross proceeds from this offering and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

	●	We, or our sponsor, executive officers and directors who are based in or have significant ties to China, may be subject to certain risks relating to regulatory oversight by the PRC government. Given the PRC government’s recent statements and regulatory actions, such as those related to data security or anti-monopoly concerns, the PRC government may intervene or influence our operations at any time, which could result in a material change in our search for a target business and/or the value of the securities we are registering or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Changes in the policies, regulations, rules, and the enforcement of laws of the PRC may be adopted quickly with little advance notice and could have a significant impact upon our ability to operate.

	●	If we decide to consummate our initial business combination with a target business based in and primarily operating in China, the initial business combination may be subject to the Trial Measures.

	●	The PRC government has indicated its intent to intervene in or influence a PRC company’s business operations at any time or to exert more oversight and control over offerings conducted overseas and foreign investment in China-based issuers. This could result in a material change in a PRC company’s business operations post-business combination and/or the value of its securities. Additionally, governmental and regulatory interference could significantly limit or completely hinder a target company’s ability to offer or continue to offer securities to investors post-business combination and cause the value of such securities to significantly decline or be worthless.

	●	The PRC regulatory framework for data security and personal information protection is evolving, and our initial business combination may be subject to a variety of PRC laws and regulations regarding cybersecurity and data protection. We may have to spend additional resources and incur additional time to complete any such business combination or be prevented from pursuing certain investment opportunities.

	●	U.S. laws and regulations, including the HFCAA and AHFCAA, may impact the trading in our securities and restrict or eliminate our ability to complete a business combination with certain companies, particularly those acquisition candidates with substantial operations in mainland China or Hong Kong.

	●	Compliance with the PRC antitrust law may limit our ability to effect our initial business combination.

	●	If we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, this offering and our reputation and could result in a loss of your investment in our ordinary shares, especially if such matter cannot be addressed and resolved favorably.

	●	Regulations relating to the transfer of state-owned property rights in enterprises may increase the cost of our acquisitions and impose an additional administrative burden on us.

	●	Our initial business combination may be subject to national security review by the PRC government and we may have to spend additional resources and incur additional time to complete any such business combination or be prevented from pursuing certain investment opportunities.

	●	We do not believe the approval of the CSRC is required in connection with this offering; however, if required, we cannot predict whether we will be able to obtain such approval.

	●	There are uncertainties in the interpretation and enforcement of PRC laws and regulations that could limit the legal protections available to you and us.

	●	Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on the business, results of operations and financial condition of a PRC target company we may pursue as an acquisition target in the future.

	●	You may face difficulties in protecting your interests and exercising your rights as a shareholder if we were to conduct substantially all of our operations in China, and almost all of our officers and directors currently and will likely reside outside the U.S.

	●	Governmental control of currency conversion may affect the value of your investment.

	●	If our initial business combination target is a PRC company with the majority of its operations in China, the PRC regulation on loans to, and direct investment in, such a subsidiary by offshore holding companies and governmental control of currency conversion may restrict our ability to make loans or capital contributions to such subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand our business post-business combination.

	December 31, 2022			December 31, 2023
	Actual			Actual			Adjusted
Balance Sheet Data
Working capital equity/(deficit)⁽¹⁾		(1,565	)		(5,786	)		59,896,214
Total assets⁽²⁾		2,661			2,970			60,496,214
Total liabilities⁽³⁾		4,226			8,756			600,000
Value of ordinary shares subject to possible redemption/tender⁽⁴⁾		—			—			60,000,000
Total shareholders’ (deficit)⁽⁵⁾		(1,565	)		(5,786	)		(103,786	)

(1)	The “as adjusted” calculation includes $60,000,000 cash held in trust from the proceeds of this offering and the sale of the private placement units, plus $502,000 in cash held outside the trust account, plus $(5,786) of shareholders’ deficit as of December 31, 2023, less $600,000 of deferred underwriting commissions, assuming the underwriters’ over-allotment option is not exercised.
(2)	The “as adjusted” calculation equals $60,000,000 cash held in trust from the proceeds of this offering and the sale of the private placement units, plus $502,000 in cash held outside the trust account, plus $(5,786) of shareholders’ deficit as of December 31, 2023, assuming the underwriters’ over-allotment option is not exercised.
(3)	The “as adjusted” calculation includes $600,000 of deferred underwriting commissions, assuming the underwriters’ over-allotment option is not exercised.
(4)	The “as adjusted” value of ordinary shares which may be redeemed for cash equals the “as adjusted” total assets of $60,496,214 less the “as adjusted” total liabilities of $600,000 less the “as adjusted” shareholders’ deficit of $103,786. The amount represents proceeds to be held in the trust account upon the consummation of this offering. The ordinary shares offered to the public contain redemption rights that make them redeemable by our public shareholders. Accordingly, they are classified within temporary equity in accordance with the guidance provided in ASC 480-10-S99-3A and will be subsequently accredited at redemption value.
(5)	Excludes 6,000,000 ordinary shares which may be redeemed in connection with our initial business combination and assuming no exercise of the over-allotment option. The actual number of shares that may be redeemed may exceed this amount. The “as adjusted” calculation equals the “as adjusted” total assets, less the “as adjusted” total liabilities, less the value of ordinary shares that may be redeemed in connection with our initial business combination (initially $10.00 per share or 100.0% of the gross proceeds from this offering).

	Without Over-Allotment Option		Over-Allotment Option Exercised
Gross proceeds
From offering	$	60,000,000	$	69,000,000
From private placement		1,934,000		2,069,000
Total gross proceeds	$	61,934,000	$	71,069,000

Estimated offering expenses⁽¹⁾
Underwriting commission of 1.5% of gross proceeds from the offering (excluding the deferred underwriting commission of 1.0% payable in cash after our initial business combination and the underwriting commission of 1.0% of gross proceeds from the offering payable in shares at $10.00 per share)⁽²⁾	$	900,000	$	1,035,000
Initial trustee fee		12,500		12,500
Legal fees and expenses		200,000		200,000
Nasdaq listing fee		5,000		5,000
Printing and engraving expenses		6,000		6,000
Accounting fees and expenses		46,000		46,000
SEC registration fee/ FINRA filing fee		22,592		22,592
Director and officer (“D&O”) insurance fee		200,000		200,000
Miscellaneous expenses		39,908		39,908
Total offering expenses (excluding underwriting commissions)	$	532,000	$	532,000

Net proceeds of the offering and private placement⁽³⁾
Held in trust	$	60,000,000	$	69,000,000
Not held in trust		502,000		502,000
Total net proceeds (including deferred underwriting discounts and commissions)	$	60,502,000	$	69,502,000

Use of net proceeds not held in trust⁽⁴⁾⁽⁵⁾
Legal, accounting and other third-party expenses attendant to the search for target businesses and to the due diligence investigation, structuring and negotiation of a business combination	$	50,000	9.96	%
Due diligence of prospective target businesses by officers, directors and initial shareholders		50,000	9.96	%
Legal and accounting fees relating to SEC reporting obligations		50,000	9.96	%
Working capital to cover miscellaneous expenses, general corporate purposes, liquidation obligations and reserves⁽⁶⁾		352,000	70.12	%
Total	$	502,000	100.00	%

(1)	A portion of the offering expenses, including the SEC registration fee, the FINRA filing fee, the non-refundable portion of the Nasdaq listing fee and a portion of the legal and accounting fees, have been paid from the funds we borrowed from our sponsor, described below. These funds will be repaid out of the proceeds of this offering available to us. If we determine not to proceed with the offering, such amounts will not be repaid.
(2)	No discounts or commissions will be paid with respect to the purchase of the private units.
(3)	The funds held in the trust account (which shall initially be 100.0% of the proceeds from the offering) may, but need not, be used to pay our expenses relating to completing our initial business combination, including deferred underwriting discounts and commissions payable to the underwriters in an amount of 1.0% of the total gross proceeds raised in the offering described below.
(4)	The amount of proceeds not held in the trust account will remain constant at $502,000 even if the over-allotment is exercised.
(5)	These are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of that business combination. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would be deducted from our excess working capital.
(6)	Includes payment of administrative fee of $10,000 per month to DT Cloud Star Management Limited for up to 24 months (assuming we extend the time to complete a business combination as described in this prospectus) from the closing of this offering, for office space, utilities and secretarial and administrative support.

	No exercise of over-allotment option			Exercise of over-allotment option in full
Public offering price	$	8.75		$	8.75
Net tangible book value before this offering	$	(0.004	)	$	(0.003	)
Increase (Decrease) attributable to public shareholders and sale of the private units	$	(0.03	)	$	(0.05	)
Pro forma net tangible book value after this offering and sale of the private units	$	(0.03	)	$	(0.06	)
Dilution to public shareholders	$	8.78		$	8.81
Percentage of dilution to public shareholders		100.34	%		100.64	%

	Shares Purchased					Total Consideration					Average Price
	Number		Percentage			Amount		Percentage			Per Share
Initial shareholders⁽¹⁾		1,500,000		17.36	%	$	25,000		0.04	%	$	0.02
Shares underlying private units⁽²⁾		221,028		2.56	%	$	1,934,000		3.12	%	$	8.75
Representative shares⁽³⁾		60,000		0.69	%		—		—			—
New investors⁽⁴⁾		6,857,142		79.38	%	$	60,000,000		96.84	%	$	8.75
		8,638,170		100.00	%	$	61,959,000		100.00	%

(1)	Assumes the over-allotment option has not been exercised and an aggregate of 225,000 ordinary shares held by our sponsor have been forfeited as a result thereof.
(2)	Assumes the issuance of an additional 27,628 ordinary shares underlying the rights included in the private units.
(3)	Represents 60,000 shares issued to the representative as part of the underwriting commission.
(4)	Assumes the issuance of an additional 857,142 ordinary shares underlying the rights included in the units sold in this offering to public shareholders.

	Without Over-allotment			With Over-allotment
Numerator:
Net tangible book deficit before this offering	$	(5,786	)		(5,786	)
Net proceeds from this offering, net of expenses		60,502,000			69,502,000
Plus: Proceeds from founder shares contribution		25,000			25,000
Less: Deferred underwriters’ commissions payable		(600,000	)		(690,000	)
Less: Proceeds held in trust subject to redemption		(60,000,000	)		(69,000,000	)
		(78,786	)		(168,786	)
Denominator:
Shares of ordinary shares outstanding prior to this offering		1,725,000			1,725,000
Less: Shares of ordinary shares forfeited if over-allotment is not exercised		(225,000	)		—
Shares of ordinary shares included in the units offered		6,000,000			6,900,000
Shares underlying the rights to be included in the public units		857,142			985,714
Shares of ordinary shares issued to private units		193,400			206,900
Shares underlying the rights to be included in the private units		27,628			29,557
Representative shares		60,000			69,000
Less: Shares subject to redemption		(6,000,000	)		(6,900,000	)
		2,638,170			3,016,171

	As of December 31, 2023
	Actual			As Adjusted
	(Audited)			(Unaudited)
Promissory Note – related party⁽¹⁾	$	—			—
Deferred underwriting discounts and commissions payable		—			600,000
Ordinary shares, $0.0001 par value; 0 and 6,000,000 shares are subject to possible redemption, actual and as adjusted, respectively⁽²⁾		—			60,000,000
Ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 1,725,000 shares issued and outstanding as of December 31, 2023; 1,753,400⁽³⁾shares issued and outstanding (excluding 6,000,000 shares subject to possible conversion/tender), as adjusted		173			175
Additional paid-in capital		(173	)		—
Accumulated deficit		(5,786	)		(78,961	)
Total shareholders’ equity(deficit)		(5,786	)		(78,786	)
Total capitalization	$	(5,786	)		60,521,214

(1)	In December 2023, we issued an unsecured promissory note to our sponsor with an aggregate principal amount of $300,000, which is non-interest-bearing and payable on the earlier of (1) December 31, 2024 and (2) the date on which we consummate the initial public offering of our securities or the date on which we determine not to conduct an initial public offering of our securities.
(2)	Represents net proceeds allocated to the public shares less the allocated transaction costs related to this offering. The ordinary shares offered to the public contain redemption rights that make them redeemable by our public shareholders. Accordingly, they are classified within temporary equity in accordance with the guidance provided in ASC 480-10-S99-3A and will be accredited at redemption value immediately.
(3)	Actual share amount is prior to any forfeiture of initial shares by our sponsor and as adjusted amount assumes no exercise of the underwriters’ over-allotment option and, consequently, forfeiture of an aggregate of 225,000 initial shares by our sponsor. The as adjusted amount also includes 193,400 ordinary shares underlying the private units to be issued in the private placement and 60,000 ordinary shares to be issued to the representative.

	Terms of the Offering	Terms Under a Rule 419 Offering
Escrow of offering proceeds	$60,000,000 (or $69,000,000 if the underwriters’ over-allotment option is exercised in full) of the net offering proceeds and proceeds from the sale of the private units will be deposited into a trust account in the United States established by VStock, our transfer agent, and maintained by Wilmington Trust acting as trustee.	$53,190,000 of the offering proceeds would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.

Investment of net proceeds	$60,000,000 (or $69,000,000 if the underwriters’ over-allotment option is exercised in full) of the net offering proceeds and proceeds from the sale of the private units held in trust will only be invested in United States government treasury bills, bonds or notes with a maturity of 185 days or less or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act and that invest solely in United States government treasury securities.	Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.

Limitation on fair value or net assets of target business	The initial target business that we acquire must have a fair market value equal to at least 80% of the balance in our trust account (excluding any deferred underwriting discounts and commissions and taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for our initial business combination. We will not be required to comply with the 80% fair market value requirement if we are delisted from Nasdaq.	We would be restricted from acquiring a target business unless the fair value of such business or net assets to be acquired represent at least 80% of the maximum offering proceeds.

Trading of securities issued	The units may commence trading on or promptly after the date of this prospectus. The ordinary shares and rights comprising the units will begin to trade separately on the 52^nd day after the date of this prospectus unless the underwriters informs us of their decision to allow earlier separate trading (based upon its assessment of the relative strengths of the securities markets and small capitalization and blank check companies in general, and the trading pattern of, and demand for, our securities in particular), provided we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the proceeds of this offering.	No trading of the units or the underlying securities would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.

Election to remain an investor	We will either (1) give our shareholders the opportunity to vote on the business combination or (2) provide our public shareholders with the opportunity to sell their public shares to us in a tender offer for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account less taxes payable. If we hold a meeting to approve a proposed business combination, we will send each shareholder a proxy statement containing information required by the SEC. Under our post-offering amended and memorandum and articles of association, we must provide at least five days’ advance notice of any meeting of shareholders. Accordingly, this is the minimum amount of time we would need to provide holders to determine whether to exercise their rights to convert their shares into cash at such a meeting or to remain an investor in our company. Alternatively, if we do not hold a meeting and instead conduct a tender offer, we will conduct such tender offer in accordance with the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as we would have included in a proxy statement. The tender offer rules require us to hold the tender offer open for at least 20 business days. Accordingly, this is the minimum amount of time we would need to provide holders to determine whether they want to sell their shares to us in the tender offer or remain an investor in our company.	A prospectus containing information required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company, in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of the post-effective amendment, to decide whether he or she elects to remain a shareholder of the company or require the return of his or her investment. If the company has not received the notification by the end of the 45^thbusiness day, funds and interest or dividends, if any, held in the trust or escrow account would automatically be returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all of the deposited funds in the escrow account must be returned to all investors and none of the securities will be issued.

Business combination deadline	Pursuant to our post-offering amended and restated memorandum and articles of association that will become effective immediately prior to the completion of this offering, if we do not complete an initial business combination within 15 months (or up to 24 months as described elsewhere herein) from the closing of this initial public offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.	If an acquisition has not been consummated within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account would be returned to investors.

Interest earned on the funds in the trust account	There can be released to us, from time to time any interest earned on the funds in the trust account that we may need to pay our tax obligations. The remaining interest earned on the funds in the trust account will not be released until the earlier of the completion of a business combination and our entry into liquidation upon failure to effect a business combination within the allotted time.	All interest earned on the funds in the trust account will be held in trust for the benefit of public shareholders until the earlier of the completion of a business combination and our liquidation upon failure to effect a business combination within the allotted time.

Release of funds	Except for interest earned on the funds held in the trust account that may be released to us to pay our tax obligations, the proceeds held in the trust account will not be released until the earlier of the completion of a business combination (in which case, the proceeds released to us will be net of the funds used to pay converting or tendering shareholders, as the trustee will directly send the appropriate portion of the amount held in trust to the converting or tendering shareholders at the time of the business combination) and the liquidation of our trust account upon failure to effect a business combination within the allotted time.	The proceeds held in the escrow account would not be released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.

Name	Age	Position
Bian Fan	37	Chairperson of the Board of Directors and Chief Executive Officer
Kenneth Lam	60	Chief Financial Officer and Director
Jiayi Liang	37	Chief Operating Officer
Shaoke Li	40	Independent Director Appointee^*
Longjiao Li	35	Independent Director Appointee^*
Chi Zhang	39	Independent Director Appointee^*

Name of Individual	Name of Affiliated Company	Affiliation

Kenneth Lam	Golden Star Acquisition Corporation	Chief Financial Officer

Jiayi Liang	Junwei Investment Management Co., Ltd.	Partner

Shaoke Li	DT Cloud Acquisition Corporation	Chairman and Chief Executive Officer

Longjiao Li	Shenzhen Qianhai Hairun Huaxin Investment Co., Ltd.	General Manager

Chi Zhang	Grains Valley Capital	Partner
	Golden Star Acquisition Corporation	Independent Director

	Prior to Offering					After Offering⁽²⁾
Name and Address of Beneficial Owner⁽¹⁾	Amount and Nature of Beneficial Ownership		Approximate Percentage of Outstanding Ordinary Shares			Amount and Nature of Beneficial Ownership		Approximate Percentage of Outstanding Ordinary Shares
DT Cloud Star Management Limited⁽³⁾		1,725,000		100.00	%		1,693,400		21.8	%
Bian Fan⁽⁴⁾		—		—			—		—
Kenneth Lam⁽⁴⁾		—		—			—		—
Jiayi Liang⁽⁴⁾		—		—			—		—
Shaoke Li⁽⁴⁾		—		—			—		—
Longjiao Li⁽⁴⁾		—		—			—		—
Chi Zhang⁽⁴⁾		—		—			—		—
All executive officers, directors and director appointees (six individuals) as a group		—		—			—		—

(1)	Unless otherwise indicated, the business address of each of the individuals is c/o DT Cloud Star Acquisition Corporation, Floors 1 through 3, 175 Pearl Street, Brooklyn, New York 11201.

(2)	Assumes no exercise of the over-allotment option and, therefore, forfeiture of an aggregate of 225,000 ordinary shares held by our sponsor, and includes 193,400 ordinary shares included in the private units to be purchased by the sponsor.

(3)	Represents shares held of record by our sponsor. Our sponsor is governed by its sole director, Mr. Guojian Chen. As such, Mr. Chen has voting and investment discretion with respect to the ordinary shares held of record by our sponsor and may be deemed to have beneficial ownership of the ordinary shares held directly by our sponsor. The address for our sponsor is Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands.

(4)	Such individual does not beneficially own any of our ordinary shares.

	●	is given by a foreign court of competent jurisdiction;

	●	imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given;

	●	is final;

	●	is not in respect of taxes, a fine or a penalty;

	●	was not obtained by fraud; and

	●	is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

	●	our initial shareholders, the sponsor or our officers and directors;

	●	financial institutions or financial services entities;

	●	an individual citizen or resident of the United States as determined for U.S. federal income tax purposes;

	●	a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia;

	●	an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or

	●	a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

Underwriter		Number of Units
A.G.P. / Alliance Global Partners

Total